Midnight Nightmare
by Power Master
Summary: Ben Valorheart reunited with Flash Sentry and Sunburst for their friendship reunion. However, at the same time, Twilight Sparkle was suffering from her nightmares. What is happening to her? Can others help and save her?


On the next day; Twilight Sparkle and her family including Megan Richards, Fluttershy, Pinkie Pie, Sunset Shimmer, Starlight Glimmer, Flash Sentry and Sunburst have arrived at Shorty Thinking's office for another session.

Shorty Thinking and Tailtech were working on earphones for securities. Spotting the group's arriving to the scene, both scientist stopped their projects.

"Ah, welcome back," Shorty Thinking greeted his guests humbly, "Tailtech will prepare the RESTORE now. I hope you're prepared for the next story."

Everyone chatted and nodded in agreement while Tailtech was preparing the RESTORE Machine. Twilight Sparkle looked uneasy and concern while nodded gently. Shorty Thinking noticed it.

"I take that you're still worry about 'Midnight Sparkle' and the 'box' again?" Shorty Thinking asked suspiciously.

Twilight Sparkle nodded in confirmation, "I couldn't stop thinking about it. I have to know! What was in the box?! Did I manage to stop and control Midnight Sparkle's powers?! And more importantly, did I turn evil like my vision I've seen."

Everyone looked shock and concern yet uneasy about it. Her family were also concern about it as well. They worried that Twilight Sparkle may not like the answers.

"I'm sorry. I can't answer it. It's complicated." Shorty Thinking answered in concern and uneasy, "You'll have to see it by yourself."

Twilight Sparkle sighed in defeat, "I understand." She turned and looked at her friends, "I know Pinkie and Fluttershy have to be here because they know what happen to me. What about Megan and Sunburst? Why are they here?"

"Easy. They were part of the events," Pinkie Pie answered happily.

Sunburst smiled, "It's true. After so many years since Ben's disappearance, I isolated myself in my own quarter for studies and laments over the failures. But when he came back, I was overjoy and happy to hear it but..."

"Sunburst was too scared and stubborn about seeing Ben after some big fight," Flash Sentry said uneasily yet amusingly, "I kinda forced him out to have friendship reunion."

"Ouch. Must be very hard and painful," Ben Valorheart cringed in concern. He sighed, "But I can't wait to know more about our friendship, Sunburst. Really. I didn't know you were my friend too."

Starlight Glimmer squealed happily, "Me too! I also want to learn more!"

"Sounds like you two have great friendship with Ben," Sunset Shimmer remarked.

"Yeah..." Sunburst and Flash Sentry nodded in agreement.

"I was here with my family for a vacation. Writing the story was tiresome." Megan Richards admitted, "And that time, I was talking with Celestia and Luna about meeting humanoid creatures. I'd actually never met them before."

Fluttershy sighed, "Something bad things happen to you too, Twilight."

Twilight Sparkle's Family yelped in shock and concern, "WHAT?!"

"Better be on RESTORE to find out than talking," Shorty Thinking said calmly. Everyone looked at each other before nodded in agreement. With everyone on the bed, Shorty Thinking began his RESTORE Machine, "Entering **_'Midnight Nightmare'_** now..."

* * *

 **Midnight Nightmare**

Few days after the duel with Trixie and Boris, Ponyville was in peace again. And everything is back to normal now. In the late afternoon, Twilight Sparkle, Ben Valorheart and Spike were discussing with each other at the outside of Golden Oak Library. His plans of going back to Canterlot Town and visiting his friends surprised and shocked them both.

"Wow. I didn't know you have friends," Spike remarked in amusement. He yelped in concern while looking at Twilight Sparkle, "I mean other than Twilight and Hobo Joe."

Twilight Sparkle rolled her eyes in amusement, "Yeah, me too. Why didn't you tell me, you sly dirty fox?"

"Hey, come on! I was nervous and shy when we were kids, egghead," Ben Valorheart joked.

"Hey! That wasn't funny!" Twilight Sparkle teased amusingly. Ben Valorheart laughed a bit. She sighed, "So, how long will you be there?"

"Two or three days. We haven't seen each other for a long time."

"I see. It's understandable. Guess I'll see you soon?"

"Yeah, see you soon, baby."

Both Twilight Sparkle and Ben Valorheart gave each other a deep passionate kiss for the moment. Spike was annoyed and disgusted by the scene. They both departed from it. They both glanced and smiled at each other happily. He now headed off to the train station while waved to her. She waved back to him.

"Get a room," Spike remarked in amusement.

"Oh Spike," Twilight Sparkle rolled her eyes in amusement as she nudged Spike's chest a bit, "Don't be sour. You'll get chance."

Spike shrugged, "Whatever..."

Twilight Sparkle and Spike were about to go inside the library until they heard someone calling them. They turned to back as they found Nyx and Phobos running and charging at them. And just before they could react, the black Alicorn and her pet rammed them very hard, causing everyone to fall down hard.

As everyone moaned and groaned painfully, Twilight Sparkle was on the ground while the rest were on top of her.

Twilight Sparkle looked and gave an angry look at Nyx, "Nyx! What did I tell you about running off?!"

"Sorry..." Nyx apologized sheepishly as she and her family slowly get off and stand up, "It's just that I've got some exciting news to tell you! And of course, I wanna ask too!" Twilight Sparkle and Spike looked at her in surprise. She squealed happily, "CMC are going to the camp with their big sisters! Can we go?!"

"What?! Rarity's going there?!" Spike asked in shock and surprise. He turned to Twilight Sparkle, "Twilight! Please! Can we go now?!"

"Better do it..." Phobos said amusingly.

Seeing her children's pouty dog eyes, Twilight Sparkle sighed while rolling her eyes amusingly, "Well, since we're not busy this weekend, sure why not."

Nyx and the dragons cheered wildly and happily. Twilight Sparkle covered her ears from hearing the shouts. She smiled amusingly.

"Alright. Everypony, inside now. We've got packing to do," Twilight Sparkle commented.

"Hey, what about daddy? Is he coming with us?" Nyx asked in concern.

"Oh, sorry, Nyxie. Daddy is visiting some friends at Canterlot. He won't be back after three days," Twilight Sparkle answered. Nyx looked down in disappointment. She cleared her throat a bit, "But. We got a chance to spend together for Mother-Daughter Day? And what better way to do is having a campaign?" She smiled, "After all, it is your first day."

Nyx smiled, "Yeah. We haven't spend time together for a long time."

Spike chuckled a bit, "Yeah. Saving the Equestria can be quite busy especially when she freaks out for nothing."

"Yeah, smart-alerk,"Twilight Sparkle said in amusement while nudging her children to move in, "Now let's start packing."

Twilight Sparkle and her family entered the library as they began packing their stuffs up for the camping trip, this weekend. They can't wait to start.

* * *

In the evening, Flash Sentry was at the old small hut-like of Canterlot Town. He was knocking the door, hoping to get a response from someone he knew of.

"Sunburst! I know you're in there," Flash Sentry called, "Come on out! We need to go now!" But there was no respond. This annoyed and angered him, "Fine! Let's do the hard way. You're too stubborn to listen, anyway."

Flash Sentry gave a back kick on the door hard. He then went inside. There was a lot of shouting and fighting inside the hut. After two-to-three minutes, Flash Sentry dragged Sunburst out by pulling his tail.

"Flash, you can't do this! Why can't you just leave me?!" Sunburst asked angrily.

Angered by Sunburst's pleads, Flash Sentry spitted the tail while glared at him, "Sunburst! Do you know what today is?!" Sunburst remained silent while looking away in shame. He groaned in anger, "It's our friendship anniversary! How could you forget that?! That's important to me and Ben!"

"Not to me!"

"Sunburst!"

"Look! You know why I don't want to! He's still mad at me for what I've done. He wouldn't forgive me for the insults I've said to him!"

"Sunburst, Ben's not angry at us anymore! He knows the truth. He just wants us back."

"I don't think he ever wanted me. He doesn't take my advice seriously."

"Well, he did the same thing to me for not fighting back. But those are in the past, but today, he needs to see us. So stop hiding inside your house like a turtle. Because if you don't, I'm gonna knock and break your house to pieces!"

After some thinking about it, Sunburst groaned, "Fine. I'll go. I hate it when you threatened me. Do you always like to do that when we're doing something for Ben?"

"Yes and no," Flash Sentry said in amusement. This annoyed Sunburst. He scoffed, "I only did that when you're too stubborn or coward."

"True. But you won't tell him that I didn't become a wizard, right?"

"I won't, Sunburst. But you will."

"What?! Are you crazy?! He'll think I'm a joker."

"He'll think I'm a liar when I told him that I'd become a general. Who cares?! He just want to see us. That's all, Sunburst. Now, come on. Ben will be here soon."

"Fine. Fine. Fine."

Flash Sentry and Sunburst headed off to meet up with Ben Valorheart at the train station. For an hour later, they have reached their destination.

They even found a familiar face, coming out from the train. Both of them approached Ben Valorheart at once. Three of them cried and cheered happily as they hugged each other for the moment. They then departed

"Man, it's great to see you two again," Ben Valorheart exclaimed happily. He chuckled a bit, "But I only see Flash more than you, Sunburst."

Sunburst chuckled uneasily, "I was... busy with my studies." He sighed, "But I'm glad you're alive, Ben. I was so worried and upset about losing you, after what has happen from 8 years ago."

Flash Sentry nudged Sunburst's chest, "Sunburst, I've already told you before."

Sunburst sighed in shame, "I know but I still feel..."

"Look, whatever happens before, I'm sorry. I wasn't proud of what I did to you and Flash," Ben Valorheart said in guilty, "But now, we're back together - The Three Musketeers! Just like old times!"

Flash Sentry smirked, "You bet! The Prince, The Warrior and The Wizard are a team again!"

Sunburst gulped in concern, "Yay for us?"

"Yeah!" Ben Valorheart nodded in agreement, "We all got what we want and dream of! I got Twilight Sparkle and me becoming a hero! Flash Sentry gets to become a Royal Guard! And even Sunburst gets to become a Wizard!"

Flash Sentry chuckled a bit, "You flattered me, Ben. I'm just corporal. It'll take some time to become a real Royal Guard."

"But you're part of the army, aren't you?" Ben Valorheart asked in amusement. Flash Sentry smirked while shrugged amusingly. He turned to Sunburst, "I can bet that Sunburst is finally an important wizard to my mother now!"

Sunburst yelped in concern, "Uh, yeah! Being important wizard is very, very busy! I've gotta study and create new magic and potion for better world. It's very serious and delicate work!"

Flash Sentry groaned softly about Sunburst's lying. Ben Valorheart wasn't bothered but smiled, "Glad to hear it. So, what are we gonna do for tomorrow morning?"

"How about we check out my dad's military compound," Flash Sentry suggested. He chuckled a bit, "We haven't been there together to do some training for a long time."

"Yeah! That hurts my back and pride a lot. Not enjoyable," Sunburst remarked uneasily, "Maybe we also can go to science lab for old times sake?

Ben Valorheart chuckled a bit, "Okay. For now, we go to Donut Joe for dinner. My treat!"

Ben Valorheart turned and headed off. Flash Sentry and Sunburst were following him from behind. They both secretly have the chat about it.

"Sunburst..." Flash Sentry said dryly.

Sunburst hissed in concern, "Please. I don't want to disappoint and upset him about myself after 8 years. I'll tell him later. Promised."

Flash Sentry groaned in defeat, "Fine. Don't make me regret for not kicking your flank."

Sunburst sighed in relief, "Thanks..."

Flash Sentry and Sunburst headed off and met up with Ben Valorheart. They all headed straight to Donut Joe for dinner, drinks and chatting of old times for an hour. They even returned to the Canterlot Castle for slumber party - playing games, pillow fight, eating snacks and having a drink, and even chatting again.

While Sunburst enjoyed his time with them, he still have guilt and concern about telling Ben Valorheart about his secrets. Best that his best friend not to be bother about it much.

* * *

Twilight Sparkle and her family have packed their stuffs up for the campaign trip, tomorrow morning. They all tucked themselves into their beds and readied for tomorrow morning. Everyone was now asleep peacefully and happily.

However, a mysterious black ball-like appeared out of nowhere as it was flying around Ponyville like it was searching for something or someone. It stopped for the moment like it was sensing troubles. As it looked around of its surroundings, it found a black aura surrounding Golden Oak Library. It the flowed straight to the location.

Upon arriving to its destination, the black ball looked through window as it found Twilight Sparkle groaned in pain while struggled in her sleep. It even saw the dark aura around her. It chuckled amusingly.

 ** _"It appears my search has come to the end,"_** The black ball said darkly. It phased through the window. It flew towards Twilight Sparkle, **_"You will be great asset to my resurrection."_**

The black ball phased and entered Twilight Sparkle's head; causing her groaned, moaned and struggled in pain. Her dark aura around her has become more worse than before.

* * *

 _ **Nightmare**_

 _Twilight Sparkle screamed in fear and pain as she coiled by a giant strange yet demonically snake. Midnight Sparkle was flying before her._

 _ **"Giving up?"** Midnight Sparkle asked in amusement. Twilight Sparkle hissed dryly and angrily while glaring at her. She chuckled in amusement, **"Oh my, you don't give up. No matter, I'll find a way to break you and make you unleashed me from your stupid prison! This is making me sick after so many days!"**_

 _As Midnight Sparkle nodded firmly, the demon snake tighten its coil around Twilight Sparkle, making the latter to scream in pain and agony._

 _Twilight Sparkle groaned, "Never!"_

 _ **"Why are you being so difficult?! Don't you see?! You'll be and forever be alone! Your friends will abandon and forgotten about you like before!"  
**_  
 _"No. They won't! As long my bonds with them is there, I would never ever forget about them!"_  
 _ **  
"We shall see..."** The eerily voice said dark;y._

 _Surprisingly, the demon snake disappeared, causing the unicorn to drop to the ground hard. Twilight Sparkle and Midnight Sparkle looked up and found a mysterious black ball appeared before them. They were in shock and concern._

 _"W-Who are you?!"_

 _The black ball chuckled, **"Your worst nightmare. You both will help me get what I want! Prepare yourself, ponies!"**_

 _And just before Twilight Sparkle and her dark counterpart could do anything, the black ball unleashed the darkest aura-like in blinding them both. It then launched its tentacles in grabbing and coiling them both tight. He began draining their magic and life force. Both of them screamed and cried in pain and agony._

 _The creature then laughed evilly and darkly, **"Soon, I will return!"**_

* * *

Ben Valorheart, Flash Sentry and Sunburst were still sleeping peacefully in his old bedroom. As the sun rose up, the alarm clock rang out loud. They all got up and fell to the ground hard. They all groaned and moaned painfully.

"Seriously..." Flash Sentry said dryly, "Do you always have a lousy alarm clock?"

Ben Valorheart groaned painfully, "How else I get to the school in time?"

Sunburst chuckled a bit, "On the contrary, we're up early as usual."

"So, what are we waiting for? Everyone, up for the training?" Flash Sentry asked in amusement.

Sunburst groaned, "Oh no!"

Ben Valorheart smiled, "I'm in. Just need to sharpen my skills."

"Well, after that, we're going for science project," Sunburst added happily. Ben Valorheart and Flash Sentry groaned in annoyance. He was annoyed by it before cleared his throat, "Aw come on! Why can't you two do me a favor?!"

"Take it easy, we'll do it." Ben Valorheart said dryly.

Flash Sentry nodded, "Yeah. This is gonna be a long day."

* * *

Back at Ponyville, the sun rose up to the sky. Its sunlight shined through the window while the rooster crooked out loud. Sensing the morning is here, Nyx screamed happily as she jumped out of her bed. She shouted happily in waking up almost everyone inside the room.

"Nyx, seriously! You don't have to scream to wake us up!" Spike exclaimed in annoyance.

Phobos nodded in annoyance, "Yeah. You almost make me deaf!"

"Sorry," Nyx squealed yet apologized innocently, "I'm just so excited that we're going to camping! Today is the day!"

Phobos and Spike sighed, "We know."

"Mummy! Wake up! It's time to go!" Nyx called happily. But there was no response. This made her and the dragons concern and worry. She called, "Mummy?"

Nyx, Spike and Phobos approached to Twilight Sparkle's bed. They found her moaning and groaning painfully while sweating and shivering frantically. What shocked and scared them is her body slowly losing her colors. They even heard her muttering 'no', 'stop', 'Tirek' and so on.

"What's happening to Twilight?!" Spike asked in shock and concern.

Nyx hissed in concern, "I don't know. But we need to help her now!"

"WAKE UP!" Phobos brought and blew the trumpet out loud, making Spike and Nyx yelped in shock and annoyance. Twilight Sparkle still on the bed. She groaned while levitated and threw it out before giving him a glare. He shrugged, "What?! I was trying to help!"

"Whatever," Nyx remarked dryly as she turned and looked at Twilight Sparkle, "We need help now!"

"Good thinking!" Spike nodded in agreement as he wrote the letter and sent it off by his greenish fire to Princess Celestia. For the minutes later, he burped a letter out of his mouth. He grabbed it, "That was quick."

"Read it!" Nyx exclaimed in concern.

Spike read the scroll out loud, "Bring Twilight to the Canterlot now! Luna, Megan and I will help and check on her. Hopefully, it's not serious! From Princess Celestia!"

"What are we waiting for?! Let's go!" Phobos shouted frantically.

Nyx, Spike and Phobos carried Twilight Sparkle up from the bed, though she was quite heavy for them. As they were climbing down the stairs, they spotted Applejack and Apple Bloom waiting at the ground level.

"Twilight?' Applejack asked in surprise, "What happen to her?"

Apple Bloom hissed, "Did something bad happen?"

"We don't know," Spike said in concern, "But we're going to Canterlot for Princesses to check on her now."

"Hopefully, they can wake her up," Phobos remarked dryly.

Applejack hummed in concern, "Maybe we should cancel the camping trip. Twilight's been off lately ever since the Crystal Empire."

"Yeah. I should let others know about it," Apple Bloom added.

"No need," Nyx denied. The Apple Sisters looked surprise and shock by it. She sighed, "You and others can go on ahead without us. We can handle it. After all, Grandma Celestia and Great Aunt Luna know what they're doing."

"You're sure?" Apple Bloom asked in concern.

"Don't worry. We'll be fine," Nyx said confidently.

Applejack was uncertain but reluctantly agreed to it, "Okay. But you'd better bring Fluttershy and Pinkie Pie to help you out, Sugarcube."

Nyx nodded in understanding as she and dragons headed off while carrying Twilight Sparkle with them. They also have to find Pinkie Pie and Fluttershy to help them out. Applejack and Apple Bloom headed off to meet with others for camping trip. They pray that everything is fine.

* * *

At Canterlot's Magnus Compound, Ben Valorheart and his friends were training hard and firmly with each other. Both him and Flash Sentry were enjoying the training and sparing with each other while Sunburst does not due to him lack of training and physical strength.

Sunburst yelped as he fell on the mud hard. He groaned, "That really hurts."

"That was supposed to be hurt," Flash Sentry said firmly as he swung his spear at Ben Valorheart, who quickly and swiftly blocked it. He groaned, "Fighting always gets hurt like I kicked Ben's flank for all the time. And he whines like a baby."

Annoyed by the comments, Ben Valorheart deflected the spear off as he swung his Master Sword thrice at Flash Sentry, who dodged and avoided the attacks. As the Prince thrust his sword to front, Royal Guard rolled to the back before kicked the former off.

"Hey! I'm not a baby!" Ben Valorheart snapped in annoyance. He hissed, "Just that you hit me too hard!"

Flash Sentry scoffed, "Yeah, right. You've always whine when I first trained you."

"He does have the point," Sunburst pointed calmly.

Ben Valorheart groaned, "Who's side are you on, Sunburst?"

"The one that doesn't try to kill me?" Sunburst said innocently.

Ben Valorheart scoffed in annoyance, "Two out of three?! How about it?"

"Think you can beat me?" Flash Sentry asked in amusement. Ben Valorheart gave his confident smirk. He chuckled, "Alright, bring it on!"

Flash Sentry and Ben Valorheart positioned and armed themselves with their spear and Master Sword. They both glared at each other while waited to strike. For the moment later, the Prince charged as he swung his sword at the Royal Guard, who blocked and deflected the attacks for five times.

Flash Sentry jumped up in kicking Ben Valorheart off while swinging his spear at him, who dodged down and rolled to the front. The Royal Guard thrust his spear in knocking the Prince's head off to the ground. Flash Sentry turned and jumped as he slammed his spear on Ben Valorheart, who blocked it before kicked him off. As the Royal Guard was recovering while ready to attack, but he was stopped by the prince's Master Sword at him.

"I win," Ben Valorheart remarked.

Flash Sentry smirked, "Wow. Not bad. You sure improve it."

"That's because I've got a good teacher and buddy." Ben Valorheart smiled. Flash Sentry nodded in agreement. He turned and looked at Sunburst, "Hey, wanna spar?"

Sunburst yelped before exclaimed frantically and angrily, "Nope! No thanks! I have enough with physical training! Thank you very much!" He chuckled uneasily, "How about we do for science or library? You did promised."

"We know, Sunburst," Ben Valorheart said calmly before chuckled a bit while heading off, "Can't wait to see how great and important wizard like you can do."

Sunburst yelped in concern before gulped uneasily, "Yeah. Can't wait it..."

Flash Sentry approached Sunburst as he whispered, "Can you tell him about it?"

"No way! He'll hate me and think of me being a liar and unreliable friend! I don't want him to be angry at me again."

"Sunburst! He won't be angry. I promised of that!"

"I'm sorry! I... I just can't! Please don't tell him! Please!"

"Sunburst..." Flash Sentry groaned a bit while gritted his teeth. He sighed in defeat, "Fine. You, damn stubborn pony."

Sunburst sighed in relief, "Thanks. Let's go now. We don't want to keep Ben waiting."

Flash Sentry rolled his eyes in amusement yet annoyance before he and Sunburst headed off while meeting up with Ben Valorheart. They were all going to the science lab now.

* * *

Arriving at the Canterlot Castle; Nyx and her friends (Spike, Phobos, Fluttershy and Pinkie Pie) rushed into the throne chamber while holding the struggling Twilight Sparkle. The lavender unicorn was getting worse as her body slowly turned to magical grayish aura. They quickly put her on the patient bed. Royal Sisters and Megan rushed towards them as well.

"How did it happen to this," Princess Celestia asked in concern.

"We don't know," Spike said in concern, "We know she has nightmares that keeps bugging her a lot but not like this."

"Nightmares?" Princess Luna asked in shock and concern. She hummed in concern, "Did any event that affect her mind? Like a trauma or a shock?"

"Nope. Not really much..." Nyx answered uneasily.

Spike hissed in concern, "There is one. It happens when she used the Dark Magic and faced her worst nightmare from Trap Door during the fight with King Sombra and King Umbrum at the Crystal Empire!"

Princess Celestia gasped in shock yet realization, "Oh no... What have I done? I've put my own faithful student in great risk."

"Sister, it's not your fault." Princess Luna insisted.

Princess Celestia hissed in anger, "I shouldn't have taught her that lesson! I shouldn't have put her through! How foolish am I?!"

"If you didn't, we wouldn't get the Crystal Heart and save the kingdom," Spike said calmly. He turned and looked at Twilight Sparkle, "Right now. We need to help her."

"Only one way to find out," Princess Luna said firmly and calmly. Her horn glowed in navy magical aura, "With my magic, I should able to enter her dream and find out of what's really going. Once I do, I will expel it."

"Do you need help?" Megan asked in concern.

Fluttershy nodded, "It could be very dangerous."

Princess Luna shook her head, "No. Only my magic can enter and dispel the nightmares. None of you can." She turned and looked at Twilight Sparkle on the bed, "Just keep an eye on her. Hopefully, nothing bad has happen to her yet. But just in case, prepare the Rainbow of Light."

Megan sighed as she held the amulet, "Okay. Just be careful."

"Just say hi to Twilight for us!" Pinkie Pie waved and smiled happily. Everyone glared at her. She shrugged, "What?! Just wanna say hi to them."

Princess Luna sighed as she turned and looked at Twilight Sparkle. She placed her magical horn on the unicorn's head gently. The aura glowed brightly as Princess Luna entered Twilight Sparkle's mind. And all everyone could do is watch.

* * *

 _ **Dream Realm**_

 _Princess Luna arrived at the realm of dream but everything is in pitch black. And all she could do is look around while calling and finding Twilight Sparkle. She then heard some screams. She headed off at once._

 _For minutes of searching and finding her, Princess Luna came across two large pods that held and coiled both Twilight Sparkle and Midnight Sparkle down. They both looked sick and tired especially the pods are glowing darkly and eerily. She approached them while looking surprise and confuse of what she was looking at._

 _"Twilight?" Princess Luna said in shock and confuse, "Which one is it?"_

 _Twilight Sparkle groaned in pain, "Me, Princess Luna! I'm the one."_

 _ **"No, I am! I'm the most powerful unicorn that Princess Celestia has ever had! I don't need friends! They all have betrayed and abandoned me! I don't need them again!"** Midnight Sparkle exclaimed proudly. Princess Luna and Twilight Sparkle gave annoying looks at her. She yelped, **"I mean! Help me! I'm the real Twilight Sparkle."**_

 _"Definitely your dark alter ego," Princess Luna remarked dryly. She turned and looked at Twilight Sparkle, "I must say. She's much scarier than my Nightmare Moon."_

 _Twilight Sparkle sighed in shame, "You have no idea. But get me out of here!" She groaned in pain, "I don't feel so good. It's like my life energy source being drained!" She moaned sickly, "I'm getting weaker."_

 _Midnight Sparkle hissed, **"Hello?! What about me?!"**_

 _Princess Luna nodded, "Don't worry. I will get you out of here. Just hold on."_

 _ **"You will do no such thing, little princess..."**_

 _Princess Luna turned and looked to her back. She gasped in shock as the large black creatures with four legs raised his hands while firing the Dark Lightning Magic on her. She groaned and screamed in pain._

* * *

Princess Luna screamed in pain as she thrown to the ground hard. Megan and Princess Celestia approached and helped her up. The rest looked at her in shock and concern.

"What happen?" Nyx asked in concern, "Did you help my mummy?"

"Sorry, I couldn't." Princess Luna groaned in pain while looking at Twilight Sparkle, "But we need to expel the infestation out of her before he could take over her body!"

"Who?!" Megan asked in concern.

 ** _"Me..."_** The voice said darkly.

Everyone yelped in shock and concern as they turned. They all gasped in shock and concern. They witnessed Twilight Sparkle was lifted in midair while her eyes were in blackness. Her body slowly transformed into her dark alter ego - Midnight Sparkle except her eyes were in black, had a long bull horns, fangs, snake-like tongue and demonically eyes. She then chuckled and laughed evilly with manly voice.

Everyone was in shock and concern of what they just heard and saw. It wasn't her voice and looks they know of.

"Wh-What just happen?!" Fluttershy asked in shock and concern.

Pinkie Pie gulped, "Yeah. She doesn't sounds like herself. She's sounded like someone voicing you! Kinda like how Mark Hamill voiced me when I became a zombified pony with creepy smile!"

"Who are you?! What did you do to my mummy?!" Nyx demanded in anger.  
 ** _  
"Your mummy?!"_** Twilight Sparkle's demonic voice asked in amusement. He or she laughed evilly and darkly, **_"Your mummy is gone forever! I have returned!"_**

"I-It can't be!" Megan said in shock and concern, "That's not possible!"

"Megan?" Princess Celestia asked in shock and concern.

"It's Tirek the Great!" Megan exclaimed in shock and concern, "He's back!"

Everyone gasped in shock and concern. They couldn't believe in their own eyes. Tirek the Great has returned again. And now, they have to face him again.

 ** _"Yes! I have returned,"_** Twilight Sparkle said darkly with Tirek's voice, **_"Your friend's power is truly amazing especially her dark powers and dark side. I like it. Now, my revenge can begin! Prepare to die, ponies!"_**

And just before anyone could do anything especially Megan took her necklace out, Tirek within Twilight Sparkle's body unleashed the power of Unicorn Burst in defeating and knocking them out at ease. He even approached and took the Rainbow of Light Amulet.

Tirek sighed in relief, **_"All too easy. I enjoyed being villain..."_** He looked at the amulet, **_"With this, I will restore my Rainbow of Darkness and retake my honor again! It will return to its trye age soon..."_**

* * *

Ben Valorheart and his friends were at science lab as they were doing some science project for Sunburst. Unfortunately, both him and Flash Sentry weren't very good at it as they got themselves blown up by pouring and mixing wrong chemicals or even inventing and making the machines even worse. Sunburst often laughed at their failures and messes he has make.

Three of them have just finished their latest project - firecracker and smoke bombs. Flash Sentry tested it on themselves. It blinded their eyes, making them crazy and wild while screaming that they can't see.

After minutes of recovering their sights from blindness, three of them looked at each other before they laughed happily and wildly.

"Now, that's the best science project we ever had," Flash Sentry laughed happily.

Ben Valorheart nodded, "Yeah. With these things, we can easily beat them."

Sunburst chuckled uneasily, "T-Thanks. Those words were meaningful to me."

"Hey, you don't mind doing something else?" Ben Valorheart asked calmly. Sunburst looked at him. He asked, "Can you do anything kind of magic?" Sunburst yelped in concern. He continued while laughed a bit, "I mean you are the great and important wizard. You've studied and work so hard on it. You could even make new magic too! I wanna see it."

Sunburst looked nervous and uneasy. Flash Sentry gave a glare to him, "Yeah, show him. Shown him about your little 'tricks'."

"Uh..." Sunburst said uneasily and concern.

 ** _STOMP! BOOM!_** Ben Valorheart and his friends yelped in surprise and shock. They turned and exited the door. They found a couple of Royal Guards were running towards the Canterlot Castle. They were concern and uneasy about it.

"Hey, what's going on?!" Ben Valorheart demanded in concern.

Royal Guard #1 turned to Ben Valorheart, "My prince. Princess Celestia and the rest have been captured at the throne chamber!"

"WHAT?!" Ben Valorheart and his friends asked in shock, "Where are they?!"

Royal Guard #1 nodded in confirmation, "There's more! And the pony, who is responsible of taking them prisoners is Twilight Sparkle!"

Ben Valorheart was in shock and tensed, "No! It can't be! It just can't be! I don't believe it! Please, tell me it's not true!"

"I don't know," Royal Guard #1 admitted. Ben Valorheart grabbed and held him. He yelped, "I really don't know why she did it! But I heard rumors that Tirek the Great is involved of it!"

"Tirek the Great?!" Flash Sentry asked in shock, "That can't be right! Mane Six and Megan defeated him when he was alive!"

"I really don't know how! But he could be the one!" Royal Guard #1 exclaimed in concern.

Dropping his guard down, Ben Valorheart groaned in anger, "Tirek! Damn that Centaur!" He turned to Flash Sentry and Sunburst, "Guys, we need to go and help them! We have to stop Tirek the Great from getting what he wants!"

Flash Sentry bowed down in respect, "I will follow you till death!"

"I can't," Sunburst denied. Ben Valorheart was in shock. He continued, "I'm sorry I can't be involved of it."

"Why?!" Ben Valorheart asked in shock. Sunburst remained silent while Flash Sentry glared at the unicorn. He hummed suspiciously, "What's really going on?"

"Sunburst. It's time for you to tell him the truth." Flash Sentry said angrily, "I've already withheld it for too long! And I hate lying to him!"

"What?! Lying to me?!" Ben Valorheart asked in confusion. He turned to guilty Sunburst, "Sunburst?"

Unable to hide the truth anymore, Sunburst turned and faced Ben Valorheart, "Ben, I'm not an important wizard! I'm not even a wizard at all!"

"Wh-what?!" Ben Valorheart asked in shock, "I-I don't get it. You read lots of magical books! You know them a lot! How can you not be the wizard?!"

Sunburst sighed in shame and embarrassed, "May I have been good at reading and knowing magic, ritual and spells; but making them come true is impossible. I'd never make my dream come true. I'm a failure and disappointment to you."

"Sunburst, you're not a failure and disappointment.!"

"Thanks for cheering me up, Ben. But I don't think it's gonna work on me. Some friend I turned out to be. I can't even tell him the truth."

Ben Valorheart groaned in anger by Sunburst's self-blaming himself, "Sunburst, you're an idiot!" Sunburst yelped in shock. The prince continued, "I don't care if you're wizard or not! All I want is to see you and Flash again. But do you have any idea how I felt after the big fight?!"

Sunburst was in shock while Flash Sentry remained silent and calm since the Royal Guard understood Ben Valorheart very well.

"I feel guilty and stupid for what I've done to you both!" Ben Valorheart exclaimed in anger and upset. "But you have no idea of what I've been through for eight hell years!

I've stuck being a Demon Pony for very long time! Never got a chance to see and say anything to my best friends! Almost got hunted and killed by crazy hunters! And not able to see you both and say how sorry I am about the mess I make! And the worst thing about you, Sunburst, you've been avoiding and lying to me from the start! At least, Flash Sentry makes the effort of seeing me!"

Sunburst sighed in defeat before looked down in shame, "I know. I was too embarrassed and ashamed to see you again, especially me not able to achieve my dream come true. I'm sorry for lying and avoiding you."

"Well, I hope you're happy for it!" Ben Valorheart exclaimed in anger. Flash Sentry remained firm while Sunburst still looked down. He sighed, "But... I also should say 'sorry'." Sunburst was surprised while looking at him. He continued, "Yeah. I didn't get the chance to say how sorry I am for being stupid and not taking your advice about Boris."

"Well..." Sunburst said in uncertainty, "Whatever happened in the past happens. And right now, we need to stick together, right?"

Flash Sentry smiled, "You bet!"

"Yeah..." Ben Valorheart nodded proudly, "We need to help others and save Twilight."

"Hold up, Ben! We don't even know how we're gonna beat Tirek," Flash Sentry said in concern, "He's way too powerful especially the Rainbow of Darkness."

"He does have the point," Sunburst said in concern, "And not to mention, how did he come back alive?! Megan's Rainbow of Light was supposed to finish him up for good after using much of his Rainbow of Darkness."

Ben Valorheart groaned, "I don't know. But we can't just do nothing! There must be a way! If Tirek was an evil spirit or something, we could easily exorcise or dispersed him at ease!"

"Evil Spirit?" Sunburst asked in concern. He gasped, "Of course! Everything makes sense! Guys, I know what we can do!"

"Really?!" Ben Valorheart asked in surprise. Sunburst nodded firmly. He smiled while hugging his best friend, "Now this is Sunburst I know of!"

Flash Sentry chuckled happily, "The Three Musketeers are back together! So, what's the plan?!"

"Research!" Sunburst said firmly. Ben Valorheart and Flash Sentry looked at him oddly. He smiled, "Don't worry. I know what I'm doing, guys.

* * *

At the Throne Chamber, many of Royal Guards struggled in breaking through the defense due to Tirek the Great within Twilight Sparkle's body unleash lots of magical spells in repelling them off. And at the same time, Tirek continued absorbing the magical powers and life energy sources from his victims, who were struggling in getting out and resisting him. The spiritual centaur is also was corrupting and darkening the Rainbow of Light into more darker and pure evil.

Tirek the Great chuckled evilly and darkly, **_"Yes... My powers is coming back to me. And the Rainbow of Light is turning to Dark Side."_** He then looked at his reflection. He was disgusted and annoyed, **_"This filthy form of pony has served her purpose. And I will return to my true form. No one will stand in my way again."_**

"Think again, Tirek!"

Tirek turned and found Ben Valorheart and his ponies stood before him. Surprisingly, Sunburst brought a lot of unusual items.

 ** _"Well, well, what do we have here? The little boys,"_** Tirek said in amusement, **_"Have you come and play with me? Do you have what it takes to stop me?"_**

"Yeah," Ben Valorheart said firmly before smiling slyly, "But I have something you wanted badly."

 ** _"What do you mean, boy?"_**

"Look at my flank and find out."

Tirek looked closely at Ben Valorheart's Cutie Mark. He gasped in realization, ** _"Could it be?! You have the Triforce of Courage Cutie Mark?! How?!"_**

"I was born with it," Ben Valorheart remarked proudly, "If you want it, come and get it!"

"But you'll have to get through me first!" Flash Sentry exclaimed firmly.

Tirek chuckled in amusement, **_"Fine. Let us play!"_**

Tirek charged straight at Ben Valorheart and Flash Sentry while summoning his Dark Sword. Both of them held and armed with Master Sword and Spear as they fought and attacked Tirek fiercely and determinedly. However, the evil spiritual centaur was very skilled and powerful for them to handle as he brutally and ferocity blocking and fighting back at them.

As Tirek was busy in fighting and dealing with Ben Valorheart and Flash Sentry, Sunburst sneaked all the way while approaching to the Rainbow of Light, which is almost covered by the darkness while the rest of ponies looked very exhausted and dried up. He then freed Megan from her pod. She looked weak and tired to move. He gave magical potion that restored her health.

Megan groaned while looking at Sunburst, "W-Who are you?"

"No time for introduction," Sunburst exclaimed in concern, "Set this up! And I need you to hold the Rainbow of Light!"

Megan looked at the Rainbow of Light, "But it looked corrupted. How can it help-!"

"Just do it!" Sunburst interrupted.

Megan nodded as she and Sunburst began set the items up in preparing some sort of ritual. They had a little time to do it.

After minutes of fighting, Ben Valorheart and Flash Sentry grew exhausting and tired from the fight. As they were about to block the attack, Tirek fired his Unicorn Burst in knocking them off to the ground hard. He approached before stomped them to the ground, making them screamed in pain.

 ** _"I have you now,"_** Tirek snarled in amusement, **_"Your body would be perfect vessel for me to use. It's over now..."_**

Ben Valorheart smirked, "That's what you think!"

While Tirek was confused, Flash Sentry chuckled a bit, "Yeah. We've been distracting you for a while. Because our real plan is the Rainbow of Light!"

Tirek turned to his back as he found Sunburst had drawn the circle of stars on the victims. He then sat down and close to the corrupted Rainbow of Light, which was held by Megan. He then began chanted in Ma Language while summoning the papers. He then began to formed a large greenish ball-like, which slowly drained almost all of corruption from the Rainbow of Light. The circled stars glowed brightly as it restored the victims to its full health.

 ** _"NO! STOP! My Return cannot be stop!"_** Tirek exclaimed in anger.

Sunburst groaned, "Then, come and stop me, jackass! Evil Spiritual Banishment Activate! BEGONE!"

Tirek turned and charged straight at Sunburst. Seeing the ball has absorbed of darkness while the star circles have restored the victims to full health, the unicorn screamed as he fired it straight at the evil spirit possessed on Twilight Sparkle.

 ** _BOOM!_** A direct hit on Twilight Sparkle's body, causing her to get electrocuted and shocked. This forced Tirek's Spirit out of her. And at the same time, the Rainbow of Light was freed from corruption. She aimed and fired it at Tirek, in knocking and wounding him a lot. It then flew right at Ben Valorheart's Master Sword in magical colored aura-like.

"Let's end this!" Ben Valorheart exclaimed, "This time, stay dead, Tirek!"

And just before Tirek could do anything, Sunburst fired the spell paper in hitting and halting it from moving and flowing around. Flash Sentry behind it as he swung it hard. Tirek was heading straight to Ben Valorheart, who swung sword at it in two. All they could hear is the screams of Tirek.

With him defeated, the throne chamber slowly returned to it normal state including Twilight Sparkle and her friends. As they slowly get up, they looked at each other while chatted of what's really going on around here.

Ben Valorheart, Flash Sentry and Sunburst regrouped together while looking at each other.

"Now, that's hardcore," Flash Sentry commented.

Ben Valorheart nodded, "You know. You're actually a wizard than you realized."

Sunburst chuckled happily, "Gee. Thanks. But I couldn't have done without you guys."

"What was that?" Megan asked in surprise.

Sunburst smiled, "Moonchik's latest spell - Light Restoration Spell. Mixing with the Ma and Equestria Magic Ritual as one, it will not only restored ponies' life energy but also purified any corruption too, especially destroying the evil spirit for good."

Megan sighed, "Nice going, sir."

As the victims were recovering from the battle, Ben Valorheart and his team told them of what has happened. Twilight Sparkle was in shock and also felt guilty and shamed of it. She looked away while looking down in shame. Everyone looked concern about her after hearing the story.

Ben Valorheart approached Twilight Sparkle, "Twilight. Whatever happens before is not your fault."

"Ben, It is." Twilight Sparkle said in shame, "If only I hadn't have a nightmare, then Tirek wouldn't have come and get me. I'm so sorry."

"Mummy. Don't blame yourself," Nyx insisted.

Spike nodded in agreement, "Yeah. Everyone has nightmares. And it takes time to get rid of them."

"They're right," Princess Luna smiled calmly, "Not everypony could easily overcome the nightmares. It takes time and courage to do it. Only time can tell. And I'd be honor to help you."

Princess Celestia nodded as she approached and hugged Twilight Sparkle, "If you have problem with the nightmares, we'll be here to help you."

"And of course, we promised you that the nightmare of yours will never come true," Ben Valorheart said firmly and confidently, "Not while we're still here."

Everyone gathered around while smiling in agreement. Twilight Sparkle couldn't help but smile. She was lucky to have them with her.

"Nice going, wizard," Flash Sentry remarked in amusement.

Sunburst chuckled, "No biggie."

"No biggie? You're kidding me?!" Ben Valorheart asked in shock, "If not for you, Equestria would have been dead. And you don't need to be super good at magic to be a great wizard."

"When you put it that way, it makes sense," Sunburst said in agreement.

Flash Sentry nodded, "So, can we conclude one thing that we no longer hides the secrets?"

"Yeah. Good point," Sunburst agreed. He turned and looked at Ben Valorheart, "But you won't tell Starlight about me, would you?"

Ben Valorheart sighed in annoyance, "Fine, I won't. But if she comes and visits, you'd tell her. I have had enough of secrets." He turned to Twilight Sparkle and her friends. He smiled, "Everypony, this is my best friends - Flash Sentry and Sunburst."

"The honor is mine," Sunburst bowed.

Flash Sentry smiled and saluted, "Reporting to duty!"

Everyone chatted happily as they made some acquaintance with Flash Sentry and Sunburst while getting to know about them. It was a good day for them now after the defeat of Tirek the Great.

* * *

After finishing the story, everyone on the bed emerged and stood up straight. Twilight Sparkle looked worry and uneasy after going through her latest memories especially the nightmares she experienced. Shorty Thinking noticed as he approached Twilight Sparkle and have a chat with her.

"I know there's a lot of question you want to know," Shorty Thinking said calmly, "But it's not the time."

"When? When?!" Twilight Sparkle demanded, "I need to know! Did I become a monster?! What was in the box?! I need to know! I need to know of what's really going on. Please, tell me."

Shorty Thinking sighed, "Time can tell. And I promise the answers will come. Next session is the one you've been looking for. Be patient."

Twilight Sparkle groaned in disappointed, "Fine. I'll wait."

"Thank you." Shorty Thinking said in relief. He turned to the rest, "I hope you found what you're looking for especially your friendship."

Ben Valorheart nodded, "Yeah. I can't believe that three of us are close friends and actually challenged and beaten Tirek the Great because I remember that I have friends help me and my parents in beating him."

"Well, believe it or not. It's the truth," Flash Sentry remarked.

Sunburst nodded, "Yeah. Even though you didn't know that part, I'm just glad that you didn't tell Starlight about it."

"If he has, then I wouldn't have gone far to do evil stuffs," Starlight Glimmer remarked dryly, making Sunburst nervous. She smirked, "You owe me a dinner for keeping a big secret from me."

Sunburst gulped in concern, "Oh joy..."

Everyone then laughed amusingly at Sunburst's predicament with Starlight Glimmer. Ben Valorheart smiled as he was glad that he actually has another friend from the past...

 _END..._

 _Review and Suggest..._

 **Main Casts:**  
Tara Strong: Twilight Sparkle, Midnight Sparkle  
Jason Marsden: Ben Valorheart  
Vincent Tong: Flash Sentry  
Ian Hanlin: Sunburst  
Gideon Emery: Tirek the Great

 **Minor Casts:**  
Andrea Libman: Pinkie Pie, Fluttershy  
Nicole Oliver: Princess Celestia  
Tabitha St. Germain: Princess Luna  
Kath Soucie: Megan Richards  
Cathy Weseluck: Spike  
Daveigh Chase: Nyx Midnight  
Chris Sanders: Phobos

 **Cameo:**  
Skiip Stellrecht: Shorty Thinking  
Kelly Sheridan: Starlight Glimmer  
Rebecca Shoichet: Sunset Shimmer  
Ashleugh Ball: Applejack  
Michelle Creber: Apple Bloom

 **Author's Notes:**  
1\. This **_Tirek the Great_** is **_G1 Version from 1980s 'My Little Pony' TV Series_** , not **_G4 Version_** since this is connecting to **_'The Elements of Harmony and the Savior of the Worlds'_**.

2\. I chose **_Gideon Emery_** as the ** _Tirek the Great_** because his voice was very close to **_Victor Caroli_**. You can hear it from his role as **_Orochi_** from **_Warriors Orochi Franchise_**.


End file.
